Assignment

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

ASSIGNMENT AGREEMENT

This Assignment Agreement (hereinafter referred to as the “Agreement”) is made and entered into on this {{day}} day of {{month}}, {{year}} (the “Effective Date”),

BETWEEN:

{{assignor_company_name}}, a company duly incorporated and existing under the laws of {{assignor_country}}, with its principal place of business at {{assignor_address}} (hereinafter referred to as the “Assignor”);

AND

{{assignee_company_name}}, a company duly incorporated and existing under the laws of {{assignee_country}}, with its principal place of business at {{assignee_address}} (hereinafter referred to as the “Assignee”).

(The Assignor and the Assignee are hereinafter collectively referred to as the “Parties” and individually as a “Party”.)

RECITALS

WHEREAS, the Assignor is entitled to certain rights, benefits, and obligations as more fully described in Schedule A attached hereto (the “Assigned Rights”);

WHEREAS, the Assignor desires to assign, transfer, and convey all of its right, title, and interest in and to the Assigned Rights to the Assignee; and

WHEREAS, the Assignee desires to accept such assignment and acquire all of the Assignor’s right, title, and interest in and to the Assigned Rights, subject to the terms and conditions set forth herein.

1. ASSIGNMENT

1.1 Subject to the terms and conditions of this Agreement, the Assignor hereby irrevocably assigns, transfers, and conveys to the Assignee all of its right, title, and interest in and to the Assigned Rights, effective as of the Effective Date.

1.2 The Assignee hereby accepts the assignment of the Assigned Rights and agrees to assume and be bound by all the terms, conditions, and obligations related thereto, effective as of the Effective Date.

2. CONSIDERATION

2.1 In consideration for the assignment of the Assigned Rights, the Assignee shall pay to the Assignor the sum of {{amount}} ({{currency}}) (the “Consideration”) on or before {{payment_due_date}}.

2.2 The Parties acknowledge and agree that the Consideration is fair and adequate for the assignment of the Assigned Rights.

3. REPRESENTATIONS AND WARRANTIES

3.1 The Assignor represents and warrants to the Assignee that:

a) It has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder.

b) It is the sole and exclusive owner of the Assigned Rights and has the right to assign them free and clear of any encumbrances, liens, or claims.

c) The Assigned Rights are valid, subsisting, and in full force and effect.

d) Its entering into this Agreement does not violate any agreement or obligation by which it is bound.

3.2 The Assignee represents and warrants to the Assignor that:

a) It has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder.

b) Its entering into this Agreement does not violate any agreement or obligation by which it is bound.

4. INDEMNITY

4.1 The Assignor hereby indemnifies and holds harmless the Assignee from and against any and all claims, liabilities, costs, expenses, and damages (including reasonable legal fees) incurred or suffered by the Assignee arising out of or in connection with any breach of the Assignor’s representations, warranties, or obligations under this Agreement prior to the Effective Date.

4.2 The Assignee hereby indemnifies and holds harmless the Assignor from and against any and all claims, liabilities, costs, expenses, and damages (including reasonable legal fees) incurred or suffered by the Assignor arising out of or in connection with any breach of the Assignee’s representations, warranties, or obligations under this Agreement or the performance of the Assigned Rights after the Effective Date.

5. GOVERNING LAW AND DISPUTE RESOLUTION

5.1 This Agreement shall be governed by and construed in accordance with the laws of {{country_of_governing_law}}, without regard to its conflict of laws principles.

5.2 Any dispute, controversy, or claim arising out of or relating to this Agreement, including the breach, termination, or validity thereof, shall be resolved by arbitration in accordance with the rules of the {{arbitration_institution}}.

5.3 The seat of arbitration shall be {{arbitration_city}}, {{arbitration_country}}.

5.4 The language of the arbitration shall be English.

6. GENERAL PROVISIONS

6.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

6.2 This Agreement may not be amended or modified except in writing, signed by both Parties.

6.3 No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party granting the waiver.

6.4 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

6.5 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF

The Parties have executed this Assignment Agreement as of the Effective Date first above written.

___________________________________

ASSIGNOR:

{{assignor_company_name}}

Name: {{assignor_signatory_name}}

Title: {{assignor_signatory_title}}

___________________________________

ASSIGNEE:

{{assignee_company_name}}

Name: {{assignee_signatory_name}}

Title: {{assignee_signatory_title}}

SCHEDULE A: DESCRIPTION OF ASSIGNED RIGHTS